DEF 14A of Penguin Solutions, Inc., Dec 20, 2024

DEF 14A of Penguin Solutions, Inc.

Filed Dec 20, 2024 · FY20240001628280-24-052237

Open on EDGAR

  1. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee is responsible for approving the compensation of our independent directors. As part of this process, the Compensation Committee periodically reviews the independent director compensation program to evaluate whether it is competitive with market practices after considering input from the Compensation Committee’s independent compensation consultant with respect to market data for the same peer group of companies as is used for evaluating executive compensation decisions. Following this review, for fiscal 2024, the Compensation Committee decided not to adjust the independent director compensation program, which consists of the compensation set forth in the table below, effective as of February 11, 2022 through fiscal 2024.

  2. Director Compensation Table for Fiscal 2024

    Director Compensation Table for Fiscal 2024

  3. Director Compensation Table for Fiscal 2024

    | Name | Fees Earned or Paid in Cash | Share Awards (1)(2) | Total | | Randy Furr | $90,000 | $155,860 | $245,860 | | Penelope Herscher | $115,000 | $155,860 | $270,860 | | Bryan Ingram | $77,500 | $155,860 | $233,360 | | Sandeep Nayyar | $90,000 | $155,860 | $245,860 | | Mark Papermaster | $82,500 | $155,860 | $238,360 | | Mary Puma | $77,500 | $— | $77,500 | | Maximiliane Straub | $90,000 | $155,860 | $245,860 |

  4. Director Compensation Table for Fiscal 2024

    (1)Represents the grant date fair value of each RSU award granted during fiscal 2024 in accordance with the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. For a discussion of assumptions used to calculate the FASB ASC Topic 718 grant date fair value, refer to the Share-Based Compensation Note to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended August 30, 2024. (2)As of August 30, 2024, our independent directors held the equity awards set forth in the following table:

  5. Director Compensation Table for Fiscal 2024

    | Name | RSUs | | Randy Furr | 6,821 | | Penelope Herscher | 6,821 | | Bryan Ingram | 6,821 | | Sandeep Nayyar | 6,821 | | Mark Papermaster | 6,821 | | Mary Puma | 2,567 | | Maximiliane Straub | 6,821 |

  6. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS

  7. THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE. Our Board is presently composed of nine members who are divided into three classes, designated as Class I, Class II, and Class III. One class of directors is elected by the shareholders at each annual general meeting of shareholders to serve from the time of their election until the third annual general meeting of shareholders following their election. Class I directors consist of Sandeep Nayyar, Mary Puma, and Maximiliane Straub. Class II directors consist of Randy Furr, Min Yong Ha, and Penelope Herscher. Class III directors consist of Mark Adams, Bryan Ingram, and Mark Papermaster. The current terms of our Class II directors expire at the Annual General Meeting. The following table sets forth information regarding the Board nominees and other members of the Board as of December 13, 2024.

  8. THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF

    | Name | Age | Position with Penguin Solutions | Director Since | Class | Term Expires | | Sandeep Nayyar | 65 | Director | 2014 | I | 2027 | | Mary Puma | 66 | Director | 2023 | I | 2027 | | Maximiliane Straub | 60 | Director | 2019 | I | 2027 | | Randy Furr | 70 | Director | 2017 | II | 2025 | | Min Yong Ha | 54 | Director and Nominee | 2024 | II | 2025 | | Penelope Herscher | 64 | Director and Nominee | 2021 | II | 2025 | | Mark Adams | 60 | Director, President and CEO | 2020 | III | 2026 | | Bryan Ingram | 60 | Director | 2018 | III | 2026 | | Mark Papermaster | 63 | Director | 2022 | III | 2026 |

  9. THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF

    The NCG Committee has nominated Mr. Ha and Ms. Herscher as Class II director nominees for a three-year term expiring at the 2028 Annual General Meeting and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation, or removal. Mr. Ha, who joined our Board on December 13, 2024 as a Class II director, was designated to be appointed to the Board by SKT in connection with SKT’s preferred equity investment in the Company. Mr. Furr, currently a Class II director, is not standing for re-election at the Annual General Meeting. We thank him for his distinguished service to Penguin Solutions. A brief biography of each nominee and each continuing director is set forth below as of December 13, 2024, as well as information regarding the experience, qualifications, attributes, and/or skills of each nominee that led the NCG Committee to believe that the director should continue to serve on the Board. Each of the nominees has consented to being named in this Proxy Statement and to serve if elected.

  10. Nominees for Election as Class II Directors for a Term Expiring at the 2028 Annual General Meeting

    Nominees for Election as Class II Directors for a Term Expiring at the 2028 Annual General Meeting Min Yong Ha has served as a director since December 2024, as a designee of SKT. Mr. Ha has served as SKT’s Chief Development Officer since April 2022. Previously, Mr. Ha also served as the Chief Executive Officer of AI semiconductor companies and affiliates of SKT, SAPEON Inc. from July 2024 until November 2024 and SAPEON Korea Inc. from July 2024 until December 2024. Prior to his positions at SKT and its affiliates, Mr. Ha held various positions at SKT since January 2019, including as Vice President, Global Alliance until January 2020, Vice President, Corporate Planning until January 2021, and Vice President, Innovation Suite until April 2022. Mr. Ha also serves on the boards of several private companies, including SKT affiliates, Pacific Telecom, Inc., ID Quantique, and Rebellions Inc. Mr. Ha holds a Bachelor’s degree in Economics from the University of Seoul and a Master of Business Administration from the Indiana University Kelley School of Business. We believe that Mr. Ha’s substantial experience as an executive and director at technology, semiconductor, and AI companies, as well as his background in business development and corporate strategy, make him well qualified for service as a director. Penelope Herscher has served as a director since September 2021. Ms. Herscher is a seasoned technology public company board director, executive, and entrepreneur, with more than 15 years of experience as a high-tech CEO in Silicon Valley and more than 10 years of experience serving on public company boards of directors. She currently serves as chair of the board of directors at Lumentum Holdings, Inc. and as a member of the board of directors of FORVIA SA and one private company. Ms. Herscher previously served as a member of the board of directors of Embark Trucks, Inc. from September 2022 to August 2023, Verint Systems, Inc. from March 2017 to June 2021, PROS Holdings, Inc. from January 2018 to May 2021, and Rambus, Inc. from July 2006 to April 2018. Since 2004, Ms. Herscher held various executive positions as CEO of First Rain, Inc., Executive Vice President and Chief Marketing Officer of Cadence Design Systems, Inc., and CEO of Simplex Solutions, Inc. Ms. Herscher holds a BA Hons, MA in Mathematics from Cambridge University in England. We believe that Ms. Herscher’s substantial experience as a director at public companies and as an executive in the technology sector make her well qualified for service as a director. Resolution for Proposal No. 1: Each of the following resolutions will be put to shareholders at the Annual General Meeting: “RESOLVED, by ordinary resolution, that Min Yong Ha be appointed as a Class II director of the Board to serve until the Company’s 2028 Annual General Meeting of Shareholders or until his respective successor is duly elected and qualified or until his earlier death, resignation, or removal. RESOLVED, by ordinary resolution, that Penelope Herscher be appointed as a Class II director of the Board to serve until the Company’s 2028 Annual General Meeting of Shareholders or until her respective successor is duly elected and qualified or until her earlier death, resignation, or removal.”

  11. Class I Directors: Continuing in Office Until the 2027 Annual General Meeting

    Class I Directors: Continuing in Office Until the 2027 Annual General Meeting Sandeep Nayyar has served as a director since September 2014. Mr. Nayyar has been Vice President and CFO of Power Integrations, Inc., a supplier of high-performance electronic components, from 2010 to the present. From 2001 to 2009, Mr. Nayyar served as Vice President of Finance for Applied Biosystems, Inc., a developer and manufacturer of life sciences products. From 1990 to 2001, Mr. Nayyar served in various senior finance roles including Vice President, Finance at Quantum Corporation, a computer storage company. Mr. Nayyar was with Ernst & Young LLP, a public accounting firm, from 1986 to 1990, including service as an Audit Manager. Mr. Nayyar holds a Bachelor of Commerce from the University of Delhi, India and is a Certified Public Accountant. We believe that Mr. Nayyar’s substantial experience in complex technology companies in the semiconductor, life sciences, and storage industries and the perspective he brings as a Certified Public Accountant make him well qualified for service as a director. Mary Puma has served as a director since July 2023. Ms. Puma previously served as Chief Executive Officer and President of Axcelis Technologies, Inc. (“Axcelis”), a publicly-held company engaged in the supply of capital equipment for the semiconductor chip manufacturing industry, from January 2002 to May 2023 and has served as an executive advisor to Axcelis since May 2024. Prior to becoming Chief Executive Officer of Axcelis, she served as the company’s President and Chief Operating Officer beginning in July 2000. In 1998, Ms. Puma was appointed General Manager and Vice President of Axcelis’ predecessor, the Implant Systems Division of Eaton Corporation, a global diversified industrial manufacturer, after having joined in 1996 as General Manager of Eaton’s Commercial Controls Division. Prior to joining Eaton, Ms. Puma spent 15 years in various marketing and general management positions for the General Electric Company. Ms. Puma has served on the boards of directors of Ciena Corporation, an American telecommunications networking equipment and software services supplier, since August 2023, Allegro MicroSystems, Inc., a global leader in power and sensing semiconductor solutions for motion control and energy-efficient systems, since October 2023, and Entegris, Inc., a leading supplier of advanced materials and process solutions for the semiconductor and other high-technology industries, since September 2024. She has also served as Chairperson of the Board of SEMI, a global industry association serving the manufacturing supply chain for the micro- and nano-electronics industries, since January 2023. Ms. Puma served as Executive Chairperson of the Board of Axcelis from May 2023 to May 2024 and as Chairperson of the Board from 2005 to 2015, and she also served as a director of Nordson Corporation from July 2001 to November 2023. Ms. Puma holds a Bachelor of Arts degree in Economics from Tufts University and a Master of Science degree from the MIT Sloan School of Management. We believe that Ms. Puma’s substantial expertise as an industry leader in the technology, electronics, and semiconductor industries, as well as her extensive supply chain expertise, make her well qualified for service as a director. Maximiliane Straub has served as a director since April 2019. Ms. Straub served with the Robert Bosch LLC companies (“Robert Bosch companies”) for over 30 years, most recently as President Global Business Services Bosch from January 2020 to May 2024. Ms. Straub also served as CFO and Executive Vice President of Finance, Controlling, and Administration of Bosch North America from June 2010 to December 2021. Prior to joining the Robert Bosch companies, Ms. Straub held several financial positions within the semiconductor division of Siemens AG and Siemens Matsushita Components. In 2010, 2015, and 2020, Ms. Straub was recognized by Automotive News as one of the “Top 100 Women in the Auto Industry.” She is a guest lecturer for the University of Michigan Ross School of Business program “Ascending to the C-Suite: From Theory to Practice.” Ms. Straub served on the boards of directors of Aquantia Corp. from June 2019 to September 2019, Horizon Global Corporation from May 2018 to May 2019, and MTS Systems Corporation from January 2017 to February 2019, and currently serves on the boards of two private companies. Ms. Straub's educational degrees include Industriekauffrau IHK and an Advanced Business Administration degree with thesis, Diplom-Betriebswirt from the University of Munich. We believe that Ms. Straub’s substantial experience as an executive at public and private companies in the technology sector, as well as her extensive financial and operational expertise and her background in industrial technology, make her well qualified for service as a director.

  12. Class III Directors: Continuing in Office Until the 2026 Annual General Meeting

    Class III Directors: Continuing in Office Until the 2026 Annual General Meeting Mark Adams became our President and CEO as of August 31, 2020 and has served as a director since September 2020. Mr. Adams served as CEO of Lumileds, Inc. (“Lumileds”) from February 2017 until March 2019. Previously, Mr. Adams served as President of Micron Technology, Inc. (“Micron”) from February 2012 to February 2016. From 2006 to February 2012, Mr. Adams served in a number of positions at Micron, including as Vice President of Worldwide Sales and Vice President of Digital Media. Prior to joining Micron, Mr. Adams served as COO of Lexar Media, Inc. in 2006. Mr. Adams also served as Vice President of Sales and Marketing of Creative Labs, Inc. (“Creative Labs”) from 2002 to 2006. In addition, he held numerous roles at Creative Labs prior to 2002, including five years as General Manager of Latin America. Prior to joining Creative Labs, Mr. Adams spent five years in major account sales for the enterprise server business of NCR Corporation. Mr. Adams has served as a member of the boards of directors of Cadence Design Systems, Inc. since February 2015 and Seagate Technology Holdings plc (“Seagate”) since October 2024, and he previously served as a member of the board of directors of Seagate from January 2017 to October 2022. Mr. Adams holds a Bachelor of Arts in Economics from Boston College and a Master of Business Administration from Harvard University. As our top executive, Mr. Adams has direct responsibility for strategy development and execution. We believe that Mr. Adams’ substantial experience in investing and finance and his service as a senior executive and on the boards and board committees of technology companies, make him well qualified for service as a director. Bryan Ingram has served as a director since October 2018. Mr. Ingram retired from Broadcom Inc. (“Broadcom”) effective March 20, 2020. Mr. Ingram served as Senior Vice President (“SVP”) and General Manager of Broadcom’s Wireless Semiconductor Division (“WSD”) from November 2015 to November 2019 and from 2007 to March 2013. As SVP and General Manager at WSD, Mr. Ingram oversaw the development, production, and marketing of Radio-Frequency components used in handsets and other communications devices. Mr. Ingram served as COO of Avago Technologies (“Avago”) from April 2013 until October 2015. In this role, he led the legacy Avago business units and operations. From 2005 to 2007, Mr. Ingram was Vice President of WSD. Prior to the founding of Avago from the Agilent Semiconductor Products Group (“SPG”) in 2005, Mr. Ingram was Vice President and General Manager of the SPG Wireless Semiconductor Division. From 1986 to 1999, Mr. Ingram held various management positions at HP Inc. and Westinghouse Electric Corporation. Mr. Ingram has served as a member of the board of directors of Aviat Networks, Inc. since November 2021. Mr. Ingram holds a Bachelor of Science in Electrical Engineering from the University of Illinois and a Master of Science in Electrical Engineering from Johns Hopkins University. We believe that Mr. Ingram’s substantial experience as an executive at public companies in the technology sector, as well as his background in operations, business development, and marketing, make him well qualified for service as a director. Mark Papermaster has served as a director since August 2022. Mr. Papermaster is an experienced Chief Technology Officer overseeing corporate technical direction and product development with a demonstrated history of delivering impactful, leading-edge products to market. Since January 2019, he has served as Chief Technology Officer and Executive Vice President, Technology and Engineering, at Advanced Micro Devices, Inc. (“AMD”), where he is responsible for corporate technical direction, product development, advanced research, and the information technology foundation of compute infrastructure and services. Before joining AMD as the company’s Senior Vice President and Chief Technology Officer in October 2011, he held senior leadership positions at Cisco Systems, Inc., Apple, Inc., and International Business Machines Corporation. Mr. Papermaster holds a Bachelor of Science from the University of Texas at Austin and a Master of Science from the University of Vermont, both in Electrical Engineering. He is a long-term member of the University of Texas Cockrell School of Engineering Advisory Board, the Juvenile Diabetes Research Foundation, the CTO Forum Advisory Board, IEEE Industry Advisory Board, and Global Semiconductor Alliance Board of Directors. We believe that Mr. Papermaster’s substantial engineering experience, including significant leadership roles managing the development of a wide range of products from microprocessors to mobile devices and high-performance servers, as well as his cyber, technology, and information security background as a Chief Technology Officer, make him well qualified for service as a director.

  13. Our Named Executive Officers

    * Mr. Olmstead commenced employment with us as Senior Vice President and Chief Financial Officer, Penguin Solutions effective June 26, 2024. Because Mr. Olmstead did not participate in the Company’s standard annual executive compensation program for fiscal 2024, the compensation he received with respect to fiscal 2024 is described in “Other Elements of Our 2024 Executive Compensation Program – Employment and Severance Arrangements – Olmstead Offer Letter” below, and references to our fiscal 2024 annual executive compensation program in this Compensation Discussion and Analysis exclude Mr. Olmstead. Mr. Olmstead succeeded Mr. Rizvi, who resigned as Senior Vice President and Chief Financial Officer, Penguin Solutions effective June 26, 2024. ** Mr. Manca commenced employment with us as President, Advanced Computing (formerly known as Intelligent Platform Solutions) effective April 8, 2024. Because Mr. Manca did not participate in the Company’s standard annual executive compensation program for fiscal 2024, the compensation he received with respect to fiscal 2024 is described in “Other Elements of Our 2024 Executive Compensation Program – Employment and Severance Arrangements – Manca Offer Letter” below, and references to our fiscal 2024 annual executive compensation program in this Compensation Discussion and Analysis exclude Mr. Manca. Mr. Manca succeeded Mr. Laurello, who ceased serving as Senior Vice President, Penguin Solutions and President, Advanced Computing effective April 8, 2024 and provided transition services to the Company as an employee advisor through June 30, 2024. Please see “Employment and Severance Agreements; Potential Payments upon Termination or Change in Control” below for a description of Mr. Laurello’s transition agreement.

  14. Fiscal 2024 Executive Compensation Structure and Mix

    | | Pay Element * | | | | | | Base Salary | Short-Term Cash Incentive Compensation | Time-Based RSUs | Performance-Based RSUs | | Recipients | All NEOs | All NEOs | All NEOs | All NEOs | | When Granted | Annually | Annually | Annually | Annually | | Form of Delivery | Cash | Cash | Equity | Equity | | Type of Performance | Short-term emphasis, fixed | Short-term emphasis, variable | Long-term emphasis, variable | Long-term emphasis, variable | | Performance / Vesting Period | Annual, fixed | One-year performance period | Quarterly vesting over a four-year period, subject to continued service through the applicable vesting date | Three-year performance period | | How Payout Is Determined | Compensation Committee determination | Compensation Committee determination based upon attainment of performance condition(s) previously approved by the Compensation Committee | Service throughout the vesting period | Attainment of performance condition(s) previously approved by Compensation Committee and service throughout performance period and through vesting date | | 2024 Performance Measures | Individual | Performance is weighted 75% based on financial performance (net sales and non-GAAP operating income) and 25% based on individual performance, which includes matters related to environmental, social, and governance issues | Share price | Total shareholder return relative to Russell 2000 |

  15. Our Executive Compensation Practices

    | Our Executive Compensation Practices | | | ✔ | Substantial percentage of target annual compensation is at risk and delivered in the form of variable compensation tied to financial performance measured against pre-established targets based on financial metrics in our annual operating plan, or tied to performance of our share price or total shareholder return | | ✔ | Emphasis on performance in our short-term and long-term incentive programs, where actual payouts vary based on Company performance against both Company-specific and relative metrics (including for fiscal 2024 and fiscal year 2025 (“fiscal 2025”)). Under the cash incentive program, Company performance is measured on an annual basis against pre-established financial metrics. And, with regard to annual equity grants to our then-serving executive officers in October 2021, September 2022, September 2023, and September 2024, 50% of the grant was in the form of performance-based restricted share units (“PSUs”) with vesting tied to the achievement of total shareholder return relative to the Russell 2000 over a three-year performance period | | ✔ | Ten percent of each executive’s target bonus is subject to performance on predetermined, measurable ESG goals related to human capital and environmental stewardship | | ✔ | Market comparison of executive compensation against a relevant peer group | | ✔ | Independent Compensation Committee | | ✔ | Use of an independent compensation consultant that provides no other services to the Company and reports directly to the Compensation Committee | | ✔ | Robust share ownership guidelines, including updated guidelines in March 2024 requiring ownership of five times (previously, three times) the annual cash Board member retainer for Covered Directors | | ✔ | Commitment to managing dilution over the long term, including through share repurchases | | ✔ | Clawback policy, including a supplemental policy compliant with the SEC’s clawback rules | | ✔ | Annual Say-on-Pay vote | | ✔ | Management consideration and implementation of shareholder feedback related to executive compensation matters | | ✔ | Limited perquisites | | ✔ | No excessive severance benefits (unless already in place at the time of an acquisition) | | ✔ | Payment of dividends or dividend equivalents on unearned performance-based equity awards is not permitted under our long-term incentive plan until such awards vest and/or are earned | | ✔ | Prohibition on hedging, pledging, or short sales of our securities | | ✔ | Pay equity studies of our U.S. workforce designed to inform our efforts to ensure pay parity amongst our employees, which required modest changes that we subsequently implemented |

  16. Investor Engagement

    | Best Practice | Our Policy Improvements | | Executive Compensation: Executive compensation closely tied to performance and shareholder returns. | •For fiscal 2022, 2023, 2024, and 2025, 50% of the annual equity grant to each of our then-serving NEOs included PSUs with vesting tied to the achievement of total shareholder return goals relative to the Russell 2000 over a three-year performance period. The remaining 50% of the annual equity grant, time-based RSUs, vests subject to continued service over a longer four-year vesting period. •More than 82% of our NEOs’ compensation in fiscal 2024 (excluding new hires) was weighted towards at-risk, variable incentive awards (short-term cash incentives and equity grants) rather than base salaries. •Beginning in fiscal 2022 and continuing through fiscal 2025, performance under the short-term cash incentive executive compensation program is measured on an annual basis rather than every six months. We set robust goals for our cash incentive program taken from our Board-approved annual operating plan and we adhered rigorously to our structured short-term cash incentive program. •While our burn rate over the prior three fiscal years was high compared to our peers, primarily due to share price volatility, new hires in key positions, and acquisitions, our gross burn rate for fiscal 2024 is below fiscal 2023 levels and we expect a slight decrease in overhang as granted equity vests. •We adopted a supplemental clawback policy compliant with the SEC’s clawback rules. •In fiscal 2024, our Board revised our Director and Officer Share Ownership Retention Policy to require ownership of five times (previously, three times) the annual cash Board member retainer for Covered Directors. |

  17. Investor Engagement

    | Best Practice | Our Policy Improvements | | ESG Disclosures and Governance: Enhance ESG practices, goals, and disclosures. | •In fiscal 2024, we released our third annual Environmental, Social, and Governance Report, which reports on our progress toward our ESG goals. We formed an ESG steering committee in 2021 and have continued our commitment to a sustainable future and a better world. •We have demonstrated progress toward reaching our longer-term measurable ESG goals, including reduction of our Scope 1 and Scope 2 carbon emissions (primarily through the purchase of renewable energy and carbon offsets) in support of our commitment to achieve net-zero Scope 1 and Scope 2 carbon emissions by 2030. •We launched our ERGs in fiscal 2023, providing new spaces for employees to connect over their shared perspectives and identities, and we continue to support and develop our ERG program. We have conducted robust gender pay equity studies of our U.S. workforce to inform our efforts to advance pay parity amongst our employees, which resulted in modest changes that we subsequently implemented. •In fiscal 2023 and 2024, our Compensation Committee approved measurable ESG goals for assessing executive performance. Ten percent of each executive’s target bonus is affected by performance on predetermined ESG goals focused on human capital and environmental stewardship. This performance will be measured year-over-year using a scorecard-based approach. |

  18. Executive Compensation Philosophies and Objectives

    | At-Risk Executive Compensation | | | Pay Element | Philosophies and Objectives | | Performance-Based Equity Awards | •Directly links compensation to relative total shareholder return goals and/or other performance-based metrics | | Time-Based Equity Awards | •Supports executive retention by tying awards to specific timelines •Provides an opportunity for executives to benefit from the creation of shareholder value over time •Provides appropriate incentive to drive Company performance | | Short-Term Cash Incentive Program | •Ties fiscal 2024 performance goals to net sales and non-GAAP operating income in order to incentivize top-line growth and profitability •Fiscal 2024 performance goals are designed to be challenging but achievable, and are taken directly from the Board-approved annual operating plan •Assesses performance based on ESG goals related to human capital and environmental stewardship, with specific, measurable metrics previously established for fiscal 2024 |

  19. Guidance from Independent Compensation Consultant

    Guidance from Independent Compensation Consultant During fiscal 2024, Semler Brossy Consulting Group (“Semler” or the “Compensation Consultant”) provided executive and director compensation consulting services to the Compensation Committee. The Compensation Committee’s independent Compensation Consultant reports directly to and is accountable to the Compensation Committee. The Compensation Consultant was engaged to provide advice, information, and recommendations relating to the compensation of our executive officers and directors, including base salary, cash incentive and equity incentive levels, and program structures and other retention incentives, and assessed how this compensation compares to compensation for executive officers and directors of members of our peer group and comparably sized technology companies. In addition, the Compensation Consultant assisted the Compensation Committee with the development of a peer group and the design and refinement of our compensation philosophy. The Compensation Consultant also advised the Compensation Committee regarding compensation disclosures, compensation risk assessments, share ownership guidelines, clawback provisions, shareholder proposals, and trends and best practices in executive and director pay. In the course of its work, the Compensation Consultant interacts with management to understand existing Company programs and policies, collects current pay program data, reviews competitive compensation data, obtains feedback on industry trends and best practices, and provides input on the CD&A disclosure in our proxies. Semler does not provide and has not been retained to provide any services to us outside of the work assigned by the Compensation Committee. The Compensation Committee has assessed the independence of the Compensation Consultant pursuant to the Nasdaq listing standards and concluded that the Compensation Consultant’s work for the Compensation Committee did not raise any conflict of interest.

  20. Comparison to Relevant Peer Group

    Comparison to Relevant Peer Group In determining actual pay, the Compensation Committee considers compensation levels at peer group and other comparably sized companies. However, it is only one factor among five, including: •Company and individual performance; •Scope of the relevant role; •Experience; •Qualifications; and •Competitive compensation data from our peer group and other comparably sized companies. Comparative Framework Each year, the Compensation Committee works with the Compensation Consultant to develop and/or evaluate a peer group intended to represent companies with technology product manufacturing operations and a financial profile similar to ours. After consulting with its independent Compensation Consultant, the Compensation Committee updated the peer group used for purposes of compiling compensation benchmarking data for our fiscal 2024 executive compensation programs in order to better align our peer group with the size and structure of our evolving business. Given the more diversified nature of our business and the Company’s revenue profile and valuation in fiscal 2023, the Compensation Committee sought to include companies with similar growth profiles and business characteristics to Penguin Solutions (e.g., business-to-business products and services, semiconductor and semiconductor equipment, LED/LCD products, high-level computing, and internet-of-things companies) against which our business can be appropriately compared. The peer group for fiscal 2024 was selected based on the following criteria: •Publicly traded, U.S.-headquartered companies; •Comparable semiconductor, semiconductor equipment, technology hardware, storage and peripherals, communications equipment, electronics manufacturing, and electronics equipment and components companies; •Market capitalization generally targeted between $300 million and $2.9 billion; and •Revenue for the most recent four quarters generally targeted between $600 million and $5.4 billion. Based on the foregoing review, in June 2023 the Compensation Committee removed Super Micro Computer and, due to its acquisition, Plantronics, from the executive compensation peer group and added Semtech and Mercury Systems for fiscal 2024. The following eighteen companies represent the revised executive compensation peer group used for NEO pay competitiveness assessments in fiscal 2024:

  21. Comparison to Relevant Peer Group

    | Advanced Energy Industries | Extreme Networks | OSI Systems | | Alpha & Omega Semiconductor | Ichor Holdings | Photronics | | Cohu | Infinera | Ribbon Communications | | Corsair Gaming | MaxLinear | Semtech Corporation | | Diodes | Mercury Systems | SunPower Corporation | | ePlus | Methode Electronics | Ultra Clean Holdings |

  22. Short-Term Cash Incentive Compensation

    Short-Term Cash Incentive Compensation The Compensation Committee approved fiscal 2024 financial performance targets early in the year, including ambitious goals that were designed to be challenging but attainable, with achievement over 100% as a stretch goal. Fiscal 2024 Short-Term Cash Incentive Program for Then-Serving NEOs Performance Period. For fiscal 2024, performance under our short-term cash incentive program was measured over an annual period to promote executive focus on long-term results and to encourage executive retention. Bonus payouts are prorated based on the number of days employed during a particular bonus period. Performance Factors. For fiscal 2024, each NEO’s actual bonus was determined by multiplying their target bonus amount by a Financial Performance Factor (weighted 75%) and an Individual Performance Factor (weighted 25%). Financial Performance Factor. Financial performance targets for each performance period are set forth for Penguin Solutions as a whole (the aggregate of each of the three individual business segments) in our Board-approved annual operating plan (“AOP”). The AOP is approved by the Board before the beginning of each fiscal year or as soon as is practicable thereafter. For fiscal 2024, the financial performance of Penguin Solutions (the “Financial Performance Factor”) was calculated based on achievement of non-GAAP operating income targets (weighted 75%) and net sales targets (weighted 25%), as set forth under “Calculation of Fiscal 2024 Financial Performance Factor” below. Financial Performance Factor Accelerator/Decelerator. In order to (a) incentivize over-achievement and long-term positive performance and (b) significantly reduce the Financial Performance Factor in cases of under-achievement, the Compensation Committee adopted an accelerator/decelerator mechanism that was applied to the Financial Performance Factor calculation. At 100% attainment, the Financial Performance Factor would remain unchanged. For every percentage point over 100% attainment, however, the Financial Performance Factor would be increased according to the graph below, up to a maximum of 200%. Conversely, for every percentage point below 100% attainment, the Financial Performance Factor would be decreased according to the graph below, with the Financial Performance Factor reduced to 0% at below 80% attainment. The performance targets were designed to be challenging but achievable based on economic and market conditions at the time when the fiscal 2024 AOP was approved. Payouts at the maximum levels, however, were intended to be stretch goals. Individual Performance Factor. The Compensation Committee determined each NEO’s Individual Performance Factor based on two areas of achievement, executive leadership (weighted 60%) and human capital and environmental stewardship (weighted 40%). For executive leadership, the CEO evaluated each NEO’s individual performance, taking into account accomplishments, areas of strength, and opportunities for development as considered against executive leadership goals established early in the fiscal year. The CEO based this evaluation on his knowledge of each NEO’s performance and the individual’s self-assessment. The Board and the Compensation Committee assessed the individual performance of the CEO. For evaluation of human capital and environmental stewardship, the CEO evaluated the NEOs’ progress on qualitative and quantitative ESG goals, such as progress toward achieving a total of net zero Scope 1 and Scope 2 carbon emissions across all lines of business by 2030. The Committee also noted the NEOs’ participation in the ESG steering committee, the release of our ESG Report, the launch of our global diversity council, a sustained focus on reduced water consumption, and efforts to improve our energy efficiency. The Individual Performance Factor is expressed as a percentage and may not exceed 125%. These evaluations were shared with the Compensation Committee and informed the CEO’s recommendations for any upward or downward adjustments to compensation and the actual payout amount of the short-term cash incentive. For fiscal 2024, after considering each NEO’s individual performance, achievement against each NEO’s fiscal 2024 leadership goals, and the Company’s overall performance in fiscal 2024, the CEO recommended and the Compensation Committee approved (and for the CEO, the Compensation Committee approved) the respective Individual Performance Factor percentages set forth in “Fiscal 2024 Target and Payout Amounts for Then-Serving NEOs” below. Bonus Calculation Diagram Calculation of Fiscal 2024 Financial Performance Factor. The maximum and target financial performance goals used in calculating the fiscal 2024 Financial Performance Factor, as well as the actual amounts achieved, are set forth below. The following goals and achievement amounts were measured on a continuing operations basis, excluding SMART Brazil operations in fiscal 2024, per the terms of the cash incentive program.

  23. Short-Term Cash Incentive Compensation

    | Payout Opportunity | Non-GAAP Operating Income (1) (in millions) | Net Sales (in millions) | | Maximum (150% Achievement) | $271.1 | $2,079.6 | | Target (100% Achievement) | $180.8 | $1,386.4 | | Actual Achievement | $120.3 | $1,170.8 | | % of Target | 66.6% | 84.4% |

  24. Short-Term Cash Incentive Compensation

    (1)For purposes of determining cash incentive targets and attainment, “Non-GAAP Operating Income” is defined as GAAP operating income excluding share-based compensation expense, amortization of acquisition-related intangible assets (consisting of amortization of developed technology, customer relationships, trademarks/trade names, and backlog acquired in connection with business combinations), acquisition-related inventory adjustments, acquisition-related expenses, restructure charges and integration expenses, impairment of goodwill, changes in the fair value of contingent consideration, and other infrequent or unusual items. The Compensation Committee determined that it was appropriate to exclude these items in order to better measure and assess Penguin Solutions’ core operating performance. During fiscal 2024, we achieved $120.3 million in non-GAAP operating income, representing 66.6% of the $180.8 million target, and $1.17 billion in net sales, representing 84.4% of the $1.39 billion target. Weighting non-GAAP operating income achievement at 75% and net sales achievement at 25% yielded a Financial Performance Factor of 71.0%. After application of the decelerator, the Financial Performance Factor for fiscal 2024 decreased to 0%. Fiscal 2024 Target and Payout Amounts for Then-Serving NEOs. The table below sets forth the fiscal 2024 cash incentive targets established in September 2023 for each of our then-serving NEOs and the fiscal 2024 cash incentive payouts to each of our NEOs who served the entire fiscal year based upon fiscal 2024 performance.

  25. Short-Term Cash Incentive Compensation

    | Named Executive Officer | 2024 Cash Incentive Target | Financial Performance Factor – Before Accelerator/ Decelerator (weighted 75%) | Financial Performance Factor – After Accelerator/ Decelerator (weighted 75%) | Individual Performance Factor (1) (weighted 25%) | Total 2024 Cash Incentive Payout | | Mark Adams | $750,000 | 71.0% | 0.0% | 50.0% | $93,750 | | Jack Pacheco (2) | $403,750 | 71.0% | 0.0% | 45.0% | $45,422 | | Anne Kuykendall (2) | $292,500 | 71.0% | 0.0% | 55.0% | $40,219 | | Ken Rizvi (2)(3) | $380,000 | — | — | — | — | | David Laurello (4) | $566,500 | — | — | — | — |

  26. Short-Term Cash Incentive Compensation

    (1)The Compensation Committee determined each NEO’s Individual Performance Factor percentage as set forth above after considering each NEO’s performance, achievement against each NEO’s fiscal 2024 leadership goals, and the Company’s overall performance in fiscal 2024. In making this determination, the Compensation Committee considered the recommendation of the CEO with respect to Mr. Pacheco and Ms. Kuykendall. (2)Please see “Transaction Bonuses – Brazil Divestiture Bonuses” below for a description of the bonuses awarded to each of Messrs. Pacheco and Rizvi and Ms. Kuykendall in connection with the Brazil Divestiture in fiscal 2024. (3)Mr. Rizvi resigned from the Company effective in June 2024 and was not eligible to receive a cash incentive payout for fiscal 2024. (4)Mr. Laurello ceased serving as Senior Vice President of the Company and President of Advanced Computing in April 2024 and was not eligible to receive a cash incentive payout for fiscal 2024. Please see “Transaction Bonuses – Stratus Earn-Out Bonus” below for a description of the earn-out bonus earned by Mr. Laurello in fiscal 2024 and “Employment and Severance Agreements; Potential Payments upon Termination or Change in Control” below for a description of the severance amounts paid to Mr. Laurello in accordance with his transition agreement. For fiscal 2024, out of an aggregate total annual short-term cash incentive target amount of $1,446,250 at 100% achievement for NEOs who served the entire fiscal year, the Company paid an aggregate total of $179,391, demonstrating the Company’s pay-for-performance compensation philosophy. Short-Term Cash Incentive Program for NEOs Who Joined in Fiscal 2024 Mr. Olmstead joined the Company in June 2024 and, pursuant to the terms of his offer letter, was not eligible to receive a performance bonus with respect to fiscal 2024 as he was not employed by the Company and working for at least 50% of the working days in fiscal 2024. However, upon joining the Company, Mr. Olmstead received a sign-on bonus of $180,000, which is subject to repayment if his employment is terminated by us for “cause” or if he resigns without “good reason” (each as defined in Mr. Olmstead’s offer letter) prior to the one-year anniversary of his start date of June 26, 2024. Mr. Manca joined the Company in April 2024. Pursuant to the terms of his amended and restated offer letter, which were determined based on a review by the Compensation Committee of competitive market data on compensation levels at peer companies, input from the Compensation Consultant, and the amount of compensation deemed necessary to induce Mr. Manca to join the Company, Mr. Manca was eligible to receive a prorated fiscal 2024 performance bonus equal to his target bonus opportunity of $500,000 regardless of the Company’s performance, prorated based on the number of days he was employed by the Company and working (not on any form of leave) in fiscal 2024. Accordingly, Mr. Manca received a prorated cash incentive payout in the amount of $195,418 for fiscal 2024. Transaction Bonuses Stratus Earn-Out Bonus. Pursuant to his amended and restated offer letter effective June 27, 2023, Mr. Laurello was eligible to receive an earn-out bonus under an earn-out bonus agreement that the Company entered into in connection with its acquisition of Stratus Technologies (the “Stratus Earn-Out Bonus”). Mr. Laurello earned the Stratus Earn-Out Bonus in the amount of $500,000 on August 29, 2023 (at the beginning of fiscal 2024) and was paid such amount on December 8, 2023. Brazil Divestiture Bonuses. In January 2024, the Compensation Committee determined to award a cash bonus in the amount of $100,000 to each of Messrs. Pacheco and Rizvi and Ms. Kuykendall in recognition of their key contributions and efforts in connection with the successful closing of the Brazil Divestiture.

  27. Equity Compensation

    Equity Compensation We believe that equity awards are long-term incentives that support retention of executives by rewarding them for improving Penguin Solutions’ performance and creating shareholder value. In determining individual equity awards, the Compensation Committee consults with the Compensation Consultant and, with their guidance, considers five key factors: •Organizational criticality of the individual’s role; •Individual performance; •Company performance; •Competitive market practices; and •Unvested equity position. As part of its annual review of our long-term incentive program, in September 2023 the Compensation Committee decided to grant fiscal 2024 equity awards for each then-serving NEO in the form of (i) 50% time-based RSUs, with a longer four-year vesting period in order to enhance the retention component of our executive compensation program, and (ii) 50% PSUs tied to a three-year performance period in order to further align our executive compensation program with market practices and shareholder interests. PSU Vesting Condition. All NEOs’ PSUs are earned, if at all, based on the Company’s total shareholder return (“TSR”) relative to the performance of the median company in the Russell 2000 Index, as identified on the date of grant, following the end of a given three-year performance period, subject to the executive’s continued employment through the date of the Compensation Committee’s certification of our performance. Upon a change in control (as defined in the Plan) that (i) occurs within twelve months of the grant date, the performance goals applicable to the PSUs are deemed satisfied at the target performance level and the PSUs vest as of the date of such change in control under the Plan and are earned in an amount consistent with the target performance level, or (ii) occurs more than twelve months following the grant date, the PSUs vest as of the date of the change in control under the Plan based on actual performance through the date of such change in control under the Plan and are earned in an amount consistent with the executives’ actual performance.

  28. Equity Compensation

    | Company TSR Performance Relative to Median Company in Russell 2000 Index * | Percentage of Target PSUs Eligible to Vest * | | + 25% of median company performance | 200% | | +12.5% of median company performance | 150% | | At median company performance | 100% | | -12.5% of median company performance | 75% | | -25% of median company performance | 50% | | Less than -25% of median company performance | 0% |

  29. Equity Compensation

    * If the Company’s TSR performance falls between the levels indicated above, the percentage of target PSUs eligible to vest will be determined on a straight-line basis (i.e., linearly interpolated) between the two nearest payout vesting percentages indicated above. For fiscal 2024 PSU awards, TSR is measured as the percentage change in the 30-trading-day rolling average closing price of a share as measured on the first and last day of the three-year period beginning on September 25, 2023. In September 2023, our NEOs were granted the following equity awards as part of the annual executive compensation program for fiscal 2024:

  30. Equity Compensation

    | Named Executive Officer | RSUs (1) | PSUs (2) | | Mark Adams | 82,486 | 82,486 | | Jack Pacheco | 26,808 | 26,808 | | Anne Kuykendall | 20,621 | 20,621 | | Ken Rizvi (3) | 30,932 | 30,932 | | David Laurello (4) | — | — |

  31. Equity Compensation

    (1)These RSUs vested as to 6.25% on January 20, 2024 and continue to vest in 15 equal quarterly installments thereafter, subject to the NEO’s continued service through each applicable vesting date. (2)These PSUs vest contingent on continuation of employment and achievement of the TSR performance goals described above. (3)Mr. Rizvi departed the Company in June 2024. Pursuant to the terms of his offer letter and his equity compensation award agreements, Mr. Rizvi forfeited all outstanding and unvested RSUs and PSUs upon his departure. (4)Mr. Laurello received a grant of 103,600 RSUs in connection with the acquisition of Stratus Technologies (“Stratus”) on August 29, 2022 (the “Laurello RSU Award”), which vested as to 25% on October 20, 2023 and continued to vest as to the remainder in equal quarterly installments over the following three years, subject to his continued service through each applicable vesting date. Therefore, he was not eligible for the annual equity awards made to our other NEOs in fiscal 2024. Upon Mr. Laurello’s termination of employment with the Company in June 2024, the vesting of 25,900 of the unvested RSUs underlying the Laurello RSU Award was accelerated and the remaining unvested RSUs were forfeited. Messrs. Olmstead and Manca commenced employment in June 2024 and April 2024, respectively, and did not participate in the Company’s standard annual executive compensation program for fiscal 2024. Please see “Other Elements of Our 2024 Executive Compensation Program – Employment and Severance Arrangements – Olmstead Offer Letter” and “Other Elements of Our 2024 Executive Compensation Program – Employment and Severance Arrangements – Manca Offer Letter” below for a description of the new hire equity awards granted to Messrs. Olmstead and Manca, respectively, in fiscal 2024. Equity Award Timing Policies and Practices We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has historically granted such awards on a predetermined annual schedule. In fiscal 2024, we did not grant new awards of share options, share appreciation rights, or similar option‐like instruments to our NEOs. Attainment of Performance Conditions for Prior-Year Awards August 2020 PSAs. Fifty percent of the performance-based restricted share awards granted to Mr. Adams on August 31, 2020 in connection with his commencement of employment with us as President and CEO (the “PSAs”) were subject to the 150% PSA Vesting Condition (defined below) and vested in four equal tranches of 25% on October 20, 2021 and each of the first three annual anniversaries thereof if the Fair Market Value (as defined in the Plan) of a share of the Company equaled or exceeded 150% of the Fair Market Value of a share of the Company on the grant date for at least 60 consecutive trading days at any time during the one-year period immediately preceding the applicable vesting date or any subsequent annual vesting date (the “150% PSA Vesting Condition”), subject to Mr. Adams' continued service as CEO through each applicable vesting date. The Compensation Committee certified the satisfaction of the 150% PSA Vesting Condition for the first tranche, second tranche, third tranche, and fourth tranche on September 27, 2021, October 12, 2022, September 25, 2023, and September 30, 2024, respectively. The remaining fifty percent of the PSAs granted to Mr. Adams were subject to the 200% PSA Vesting Condition (defined below) and also vested in four equal tranches of 25% on October 20, 2021 and each of the first three annual anniversaries thereof if the Fair Market Value (as defined in the Plan) of a share of the Company equaled or exceeded 200% of the Fair Market Value of a share of the Company on the grant date for at least 60 consecutive trading days at any time during the one-year period immediately preceding the applicable vesting date or any subsequent annual vesting date (the “200% PSA Vesting Condition”), subject to Mr. Adams' continued service as CEO through each applicable vesting date. The Compensation Committee certified the satisfaction of the 200% PSA Vesting Condition for the first tranche and second tranche on October 12, 2022. The third tranche and fourth tranche of PSAs subject to the 200% PSA Vesting Condition were forfeited due to non-attainment of the 200% PSA Vesting Condition. October 2021 PSUs. On October 1, 2021, PSUs were granted to each of Messrs. Adams and Pacheco and Ms. Kuykendall (the “2021 PSUs”) with a performance goal based on the Company’s TSR relative to the performance of the median company in the Russell 2000 Index as identified on the date of grant (the “2021 Index Group”) over the three-year performance period from October 1, 2021 through October 1, 2024 (the “2021 Performance Period”). In October 2024 (fiscal 2025), the Compensation Committee certified the achievement of the performance goal applicable to the 2021 PSUs at 2.60% above the TSR of the median company in the 2021 Index Group over the 2021 Performance Period, corresponding to a vesting percentage of 110.39% of target 2021 PSUs eligible to vest.

  32. Other Elements of Our 2024 Executive Compensation Program

    The Compensation Committee believes that, in order to more closely align the interests of executives with the interests of our other shareholders, all executives should maintain a minimum level of equity interests in our ordinary shares. The Compensation Committee has adopted robust share ownership guidelines requiring ownership of six times annual base salary for our President and CEO, five times annual cash Board member retainer for our directors (reflecting an increase from three times in fiscal 2024), and one times annual base salary for our other executive officers. Covered individuals are required to be in compliance with the policy by the later of: (i) March 31, 2026 or (ii) the date that is five years after such individual first became subject to the ownership guidelines. Until this requirement is met, an executive officer must retain 20% of after-tax shares acquired upon the exercise of share options and vesting of other equity awards. As of the Record Date, all of our then-serving NEOs and our directors were in compliance with our share ownership guidelines or were in the five-year transition period. Eligible equity under our share ownership guidelines generally includes shares beneficially owned by the executive, the after-tax value of unvested time-based restricted shares and time-based RSUs, and the after-tax value of performance-based restricted shares and performance-based RSUs, but solely to the extent that the underlying performance condition has been achieved. The following shares do not count toward achievement of the share ownership guidelines: unexercised share options and unvested share options, unearned performance-based restricted shares, and unearned performance-based RSUs. Clawback Policy We maintain a clawback policy that allows our Board to seek recovery of certain excess incentive compensation paid to our executive officers, including our NEOs, in the event of a restatement of our financials or in the event that an NEO’s misconduct caused, or could cause, financial or reputational harm to us, in each case to the extent such recovery is permitted by applicable law. We also adopted a supplemental clawback policy effective as of October 2, 2023 that is compliant with Rule 10D-1 under the Exchange Act and Nasdaq listing standards. The supplemental clawback policy generally provides that if the Company is required to prepare an accounting restatement (including a restatement to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), the Company must recover from its current and former executive officers any incentive-based compensation that was erroneously received on or after October 2, 2023 and during the three years preceding the date that the Company is required to prepare such accounting restatement. The amount required to be recovered under the supplemental clawback policy is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received based on the restated financial measure. Anti-Hedging and Anti-Pledging Policy Under our Insider Trading and Confidentiality Policy, all of our executive officers and directors are prohibited from engaging in short sales, transactions in put or call options, hedging transactions, or other inherently speculative transactions in PENG shares and from pledging PENG shares in any circumstance, including by purchasing PENG shares on margin or holding PENG shares in a margin account.

  33. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table provides information regarding the compensation earned by our NEOs for fiscal 2024 and, to the extent required under the SEC executive compensation disclosure rules, fiscal 2023 and fiscal 2022.

  34. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus (1) | Share Awards (2) | Non-equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | Mark Adams | 2024 | $750,000 | $— | $5,131,454 | $93,750 | $23,212 | $5,998,416 | | President and Chief Executive Officer | 2023 | $750,000 | $— | $2,284,931 | $150,000 | $29,411 | $3,214,342 | | | 2022 | $750,000 | $— | $4,995,747 | $897,449 | $21,674 | $6,664,870 | | Nate Olmstead (5) | 2024 | $82,692 | $180,000 | $3,770,017 | $— | $— | $4,032,709 | | Senior Vice President and Chief Financial Officer | | | | | | | | | Pete Manca (6) | 2024 | $192,308 | $195,418 | $5,305,281 | $— | $5,703 | $5,698,710 | | Senior Vice President and President, Advanced Computing | | | | | | | | | Jack Pacheco | 2024 | $475,000 | $100,000 | $1,667,726 | $45,422 | $25,884 | $2,314,032 | | Executive Vice President, Chief Operating Officer, and President, Integrated Memory | 2023 | $475,000 | $— | $1,028,196 | $80,750 | $23,329 | $1,607,275 | | | 2022 | $460,000 | $— | $999,126 | $445,507 | $43,262 | $1,947,895 | | Anne Kuykendall | 2024 | $450,000 | $100,000 | $1,282,832 | $40,219 | $17,126 | $1,890,177 | | Senior Vice President and Chief Legal Officer | | | | | | | | | Ken Rizvi (7) | 2024 | $398,269 | $100,000 | $1,924,280 | $— | $15,343 | $2,437,892 | | Former Senior Vice President and Chief Financial Officer | 2023 | $475,000 | $— | $1,370,942 | $76,000 | $15,205 | $1,937,147 | | | 2022 | $475,000 | $— | $999,126 | $454,707 | $19,972 | $1,948,805 | | David Laurello (8) | 2024 | $479,346 | $1,408,000 | $— | $500,000 | $1,196,403 | $3,583,749 | | Former Senior Vice President and President, Advanced Computing | 2023 | $566,500 | $— | $1,949,752 | $1,359,883 | $8,476 | $3,884,611 |

  35. 2024 Summary Compensation Table

    (1)Amounts reported in this column represent (i) with respect to Mr. Olmstead, a sign-on bonus in the amount of $180,000, (ii) with respect to Mr. Manca, $195,418, representing the guaranteed portion of his prorated bonus for fiscal 2024, (iii) with respect to Messrs. Pacheco and Rizvi and Ms. Kuykendall, discretionary bonuses paid to each NEO in January 2024 in the amount of $100,000 in connection with the Brazil Divestiture, and (iv) with respect to Mr. Laurello, the Stratus retention bonus in the amount of $275,000 and the Penguin Solutions retention bonus in the amount of $1,133,000. These amounts are further described in “Compensation Discussion and Analysis” above (with respect to (i), (ii), and (iii) above) and “Employment and Severance Agreements; Potential Payments upon Termination or Change in Control” below (with respect to (iv) above). (2)Amounts reported in this column for fiscal 2024 represent the grant date fair value of the RSUs and PSUs granted during fiscal 2024, as calculated in accordance with FASB ASC Topic 718. See our Share-Based Compensation Note to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended August 30, 2024 for the assumptions used in calculating the amounts reported in this column. Under FASB ASC Topic 718, the vesting conditions related to the PSUs granted to the NEOs in fiscal 2024 are considered market conditions and not performance conditions. Accordingly, there is no grant date fair value in excess of the amount reflected in the table above that could be calculated and disclosed based on achievement of the underlying market condition. The fair values of PSUs granted in September 2023, May 2024, and June 2024 were determined as of the date of grant using the Monte Carlo simulation method, which utilizes multiple input variables to estimate the probability of meeting the performance objectives established for the award, including the expected volatility of our share price relative to the group of peer companies listed in “How We Make Executive Compensation Decisions – Comparison to Relevant Peer Group” above at the end of the three-year performance period and risk-free interest rates of 4.77%, 4.68%, and 4.48%, respectively, derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for such periods; as such, their maximum grant date fair values were the same as their target grant date fair values shown in the table. Based on the Monte Carlo simulation method, the grant date fair values of the PSUs were 161.60% of our average share price on the grant date for Messrs. Adams, Pacheco, and Rizvi, and Ms. Kuykendall; 165.19% of our average share price on the grant date for Mr. Olmstead; and 147.92% of our average share price on the grant date for Mr. Manca. The grant date fair values of the PSUs were $3,169,937, $2,348,364, $3,165,354, $1,030,231, $1,188,717, and $792,465 for Messrs. Adams, Olmstead, Manca, Pacheco, and Rizvi, and Ms. Kuykendall, respectively. (3)See the “Short-Term Cash Incentive Compensation” section above for a description of these amounts for Messrs. Adams and Pacheco and Ms. Kuykendall. The amount for Mr. Laurello is the Stratus Earn-Out Bonus described in “Transaction Bonuses – Stratus Earn-Out Bonus” above. (4)Amounts in this column for fiscal 2024 include the following: (a)for Mr. Adams, (i) $13,800 for 401(k) plan matching contributions by the Company, (ii) $7,253 for life insurance premium payments by the Company, and (iii) $2,159 for a tax gross-up related to the reimbursement of tax preparation fees; (b)for Mr. Manca, (i) $3,077 for 401(k) plan matching contributions by the Company and (ii) $2,626 for life insurance premium payments by the Company; (c)for Mr. Pacheco, (i) $13,866 for 401(k) plan matching contributions by the Company, (ii) $10,797 for life insurance premium payments by the Company, (iii) $1,179 for a tax gross-up related to the reimbursement of tax preparation fees, and (iv) $42 for a tax gross-up related to the reimbursement of executive medical examination fees; (d)for Ms. Kuykendall, (i) $15,373 for 401(k) plan matching contributions by the Company and (ii) $1,753 for life insurance premium payments by the Company; (e)for Mr. Rizvi, (i) $12,219 for 401(k) plan matching contributions by the Company, (ii) $1,944 for life insurance premium payments by the Company, and (iii) $1,179 for a tax gross-up related to the reimbursement of tax preparation fees; and (f)for Mr. Laurello, (i) $16,883 for 401(k) plan matching contributions by the Company, (ii) $1,133,000 in severance payments, and (iii) $46,520 for a post-termination healthcare continuation coverage payment. (5)Mr. Olmstead joined the Company in June 2024. (6)Mr. Manca joined the Company in April 2024. (7)Mr. Rizvi departed the Company in June 2024 and did not receive any severance payments. Pursuant to the terms of his offer letter and his equity compensation award agreements, Mr. Rizvi forfeited all outstanding and unvested RSUs and PSUs upon his departure. (8)Mr. Laurello’s employment with the Company terminated in June 2024.

  36. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table provides information on non-equity incentive awards for fiscal 2024 and equity awards granted in fiscal 2024 under our 2021 Inducement Plan (for Messrs. Olmstead and Manca) and our Amended and Restated 2017 Share Incentive Plan (for each of our other NEOs). There can be no assurance that the grant date fair value for any equity award, as listed in this table, will ever be realized. The grant date fair value amounts for equity awards reported here are also included in the “Share Awards” column of the 2024 Summary Compensation Table.

  37. 2024 Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Possible Payouts under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts under Equity Incentive Plan Awards (2) | | | All Other Share Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Share and Option Awards (3) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Mark Adams | | $— | $750,000 | $1,359,375 | — | — | — | — | $— | | | 9/25/2023 | $— | $— | $— | 41,243 | 82,486 | 164,972 | — | $3,169,937 | | | 9/25/2023 | $— | $— | $— | — | — | — | 82,486(4) | $1,961,517 | | Nate Olmstead | 6/26/2024 | $— | $— | $— | 30,666 | 61,331 | 122,662 | — | $2,348,364 | | | 6/26/2024 | $— | $— | $— | — | — | — | 61,331(5) | $1,421,653 | | Pete Manca | | $— | $— | $— | — | — | — | — | $— | | | 5/23/2024 | $— | $— | $— | 53,021 | 106,042 | 212,084 | — | $3,165,354 | | | 5/23/2024 | $— | $— | $— | — | — | — | 106,042(6) | $2,139,928 | | Jack Pacheco | | $— | $403,750 | $731,797 | — | — | — | — | $— | | | 9/25/2023 | $— | $— | $— | 13,404 | 26,808 | 53,616 | — | $1,030,231 | | | 9/25/2023 | $— | $— | $— | — | — | — | 26,808(4) | $637,494 | | Anne Kuykendall | | $— | $292,500 | $530,156 | — | — | — | — | $— | | | 9/25/2023 | $— | $— | $— | 10,311 | 20,621 | 41,242 | — | $792,465 | | | 9/25/2023 | $— | $— | $— | — | — | — | 20,621(4) | $490,367 | | Ken Rizvi (7) | | $— | $380,000 | $688,750 | — | — | — | — | $— | | | 9/25/2023 | $— | $— | $— | 15,466 | 30,932 | 61,864 | — | $1,188,717 | | | 9/25/2023 | $— | $— | $— | — | — | — | 30,932(4) | $735,563 | | David Laurello | | $— | $566,500 | $1,026,781 | — | — | — | — | $— |

  38. 2024 Grants of Plan-Based Awards Table

    (1)For Messrs. Adams, Pacheco, Rizvi, and Laurello, and Ms. Kuykendall, these amounts represent an opportunity to earn an annual cash incentive award based on attainment of pre-established goals as described in detail in the “Short-Term Cash Incentive Compensation” section above. Payouts of such cash incentive awards may range from $0 to the applicable maximum as set forth above. Therefore, no amounts are included in the “Threshold” column. Mr. Manca joined the Company in April 2024 and, pursuant to the terms of his amended and restated offer letter, was eligible to receive a prorated fiscal 2024 performance bonus at the target performance level regardless of the Company’s performance, which is disclosed in the “Bonus” column of the 2024 Summary Compensation Table. (2)These PSUs will vest on the date of the Compensation Committee’s certification of our performance following the end of a three-year performance period contingent upon the NEO’s continued employment through the vesting date and the Compensation Committee certifying that the Company’s total shareholder return during the performance period relative to that of the median company in the Russell 2000 Index equals or exceeds the applicable threshold level of performance. Payouts under the PSUs range from 50% of target at threshold to a maximum of 200% of target, as described in the “Equity Compensation” section above. (3)The amounts reported represent the grant date fair values associated with the grant of RSUs and PSUs, as computed in accordance with FASB ASC Topic 718. See our Equity Plans Note to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended August 30, 2024 for the assumptions used in calculating these amounts. The fair values of PSUs granted in September 2023, May 2024, and June 2024 were determined as of the date of grant using the Monte Carlo simulation method, which utilizes multiple input variables to estimate the probability of meeting the performance objectives established for the award, including the expected volatility of our share price relative to the group of peer companies listed in “How We Make Executive Compensation Decisions – Comparison to Relevant Peer Group” above at the end of the three-year performance period and risk-free interest rates of 4.77%, 4.68%, and 4.48%, respectively, derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for such periods. (4)These RSUs vested as to 6.25% of the shares on January 20, 2024 and continue to vest in 15 equal quarterly installments thereafter, subject to the NEO’s continued service through each applicable vesting date. (5)These RSUs vest as to 25% on July 20, 2025 and continue to vest in 12 equal quarterly installments over the following three years, subject to the NEO’s continued service through each applicable vesting date. (6)These RSUs vest as to 25% on April 20, 2025 and continue to vest in 12 equal quarterly installments over the following three years, subject to the NEO’s continued service through each applicable vesting date. (7)Mr. Rizvi voluntarily departed from the Company in June 2024, and as a result, the awards listed on this table have been forfeited and returned to the Company.

  39. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table sets forth information regarding options, RSUs, RSAs, PSUs, and PSAs held by our NEOs as of August 30, 2024.

  40. Outstanding Equity Awards at 2024 Fiscal Year End

    | | | Option Awards | | | | | Share Awards | | | | | Name (1) | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) | | Mark Adams | 9/28/2020 | 145,833(3) | 10,417 | — | $13.50 | 9/27/2030 | — | — | — | — | | | 8/31/2020 | — | — | — | — | — | 28,126(4) | $582,771 | — | — | | | 8/31/2020 | — | — | — | — | — | 62,500(5) | $1,295,000 | — | — | | | 8/31/2020 | — | — | — | — | — | — | — | 125,000(6) | $2,590,000 | | | 10/1/2021 | — | — | — | — | — | 26,360(7) | $546,179 | — | — | | | 10/1/2021 | — | — | — | — | — | — | — | 168,704(8) | $3,495,547 | | | 9/26/2022 | — | — | — | — | — | 30,364(9) | $629,142 | — | — | | | 9/26/2022 | — | — | — | — | — | — | — | 107,958(8) | $2,236,890 | | | 9/25/2023 | — | — | — | — | — | 67,021(10) | $1,388,675 | — | — | | | 9/25/2023 | — | — | — | — | — | — | — | 82,486(11) | $1,709,110 | | Nate Olmstead | 6/26/2024 | — | — | — | — | — | 61,331(12) | $1,270,778 | — | — | | | 6/26/2024 | — | — | — | — | — | — | — | 61,331(11) | $1,270,778 | | Pete Manca | 5/23/2024 | — | — | — | — | — | 106,042(13) | $2,197,190 | — | — | | | 5/23/2024 | — | — | — | — | — | — | — | 106,042(11) | $2,197,190 | | Jack Pacheco | 1/22/2019 | 60,000(14) | — | — | $10.78 | 1/21/2029 | — | — | — | — | | | 3/12/2020 | 53,334(14) | — | — | $9.20 | 3/11/2030 | — | — | — | — | | | 12/14/2020 | — | — | — | — | — | 7,500(15) | $155,400 | — | — | | | 10/1/2021 | — | — | — | — | — | 5,274(7) | $109,277 | — | — | | | 10/1/2021 | — | — | — | — | — | — | — | 33,740(8) | $699,093 | | | 9/26/2022 | — | — | — | — | — | 13,664(9) | $283,118 | — | — | | | 9/26/2022 | — | — | — | — | — | — | — | 48,580(8) | $1,006,578 | | | 9/25/2023 | — | — | — | — | — | 21,782(10) | $451,323 | — | — | | | 9/25/2023 | — | — | — | — | — | — | — | 26,808(11) | $555,462 | | Anne Kuykendall | 4/1/2021 | — | — | — | — | — | 7,334(16) | $151,960 | — | — | | | 10/1/2021 | — | — | — | — | — | 3,296(7) | $68,293 | — | — | | | 10/1/2021 | — | — | — | — | — | — | — | 21,088(8) | $436,943 | | | 9/26/2022 | — | — | — | — | — | 12,146(9) | $251,665 | — | — | | | 9/26/2022 | — | — | — | — | — | — | — | 43,182(8) | $894,731 | | | 9/25/2023 | — | — | — | — | — | 16,755(10) | $347,164 | — | — | | | 9/25/2023 | — | — | — | — | — | — | — | 20,621(11) | $427,267 |

  41. Outstanding Equity Awards at 2024 Fiscal Year End

    (1)Excludes Messrs. Rizvi and Laurello, who departed the Company in June 2024 and did not hold any outstanding equity awards at fiscal year-end. (2)The market value of shares or units of stock that have not vested reflects a share price of $20.72, our closing share price on August 30, 2024. (3)These time-based options vested as to 25% on September 28, 2021 and continued to vest in equal monthly installments over the following three years, subject to Mr. Adams’ continued employment as CEO through each applicable vesting date. (4)These time-based RSAs vested as to 25% on October 20, 2021 and continued to vest in 12 equal quarterly installments over the following three years, subject to Mr. Adams’ continued employment as CEO through each applicable vesting date. (5)These PSAs vested as to 25% on each of October 20, 2021, 2022, 2023, and 2024, contingent on continued service and subject to the value of a share of the Company equaling or exceeding $18.90 (i.e., 150% of the trading price on Mr. Adams’ start date, as adjusted to reflect our two-for-one share split, which was effected on February 1, 2022) for at least sixty consecutive trading days. The first, second, and third tranches of these PSAs vested on October 20, 2021, October 20, 2022, and October 20, 2023, respectively. The performance condition applicable to the fourth tranche of these PSAs was achieved in fiscal 2024 and such PSAs vested on October 20, 2024 (fiscal 2025). (6)These PSAs vested as to 25% on each of October 20, 2021, 2022, 2023, and 2024, contingent on continued service and subject to the value of a share of the Company equaling or exceeding $25.20 (i.e., 200% of the trading price on Mr. Adams’ start date, as adjusted to reflect our two-for-one share split, which was effected on February 1, 2022) for at least sixty consecutive trading days. The first and second tranches of these PSAs vested on October 20, 2022. The third and fourth tranches of these PSAs were forfeited in fiscal 2025 due to non-attainment of the vesting condition. (7)These RSUs vested as to 25% on October 20, 2022 and continue to vest in 12 equal quarterly installments over the following three years, subject to the NEO’s continued service through each applicable vesting date. (8)Represents the maximum number of PSUs granted on each of October 1, 2021 and September 26, 2022 based on actual performance tracking at above target through fiscal year-end. These PSUs will vest on the date of the Compensation Committee’s certification of our performance following the end of a three-year performance period contingent upon the NEO’s continued employment through the vesting date and the Compensation Committee certifying that the Company’s total shareholder return during the performance period relative to that of the median company in the Russell 2000 Index equals or exceeds the applicable threshold level of performance. (9)These RSUs vested as to 6.25% on January 20, 2023 and continue to vest in 15 equal quarterly installments thereafter, subject to the NEO’s continued service through each applicable vesting date. (10)These RSUs vested as to 6.25% on January 20, 2024 and continue to vest in 15 equal quarterly installments thereafter, subject to the NEO’s continued service through each applicable vesting date. (11)Represents the target number of PSUs granted on each of September 25, 2023, May 23, 2024, and June 26, 2024 based on actual performance tracking at below target through fiscal year-end. These PSUs will vest on the date of the Compensation Committee’s certification of our performance following the end of a three-year performance period contingent upon the NEO’s continued employment through the vesting date and the Compensation Committee certifying that the Company’s total shareholder return during the performance period relative to that of the median company in the Russell 2000 Index equals or exceeds the applicable threshold level of performance. (12)These RSUs vest as to 25% on July 20, 2025 and continue to vest in 12 equal quarterly installments over the following three years, subject to the NEO’s continued service through each applicable vesting date. (13)These RSUs vest as to 25% on April 20, 2025 and continue to vest in 12 equal quarterly installments over the following three years, subject to the NEO’s continued service through each applicable vesting date. (14)These options are fully vested and exercisable. (15)These RSUs vested as to 25% on January 20, 2022 and continue to vest in 12 equal quarterly installments over the following three years, subject to the NEO’s continued employment through each applicable vesting date. (16)These RSUs vested as to 25% on April 20, 2022 and continue to vest in 12 equal quarterly installments over the following three years, subject to the NEO’s continued employment through each applicable vesting date.

  42. 2024 Option Exercises and Ordinary Share Awards Vested

    2024 Option Exercises and Ordinary Share Awards Vested The following table sets forth information regarding options exercised by and shares vested under RSU, RSA, PSU, and PSA awards granted to our NEOs during the fiscal year ended August 30, 2024.

  43. 2024 Option Exercises and Ordinary Share Awards Vested

    | | Option Awards | | Ordinary Share Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) | Number of Shares Acquired on Vesting | Value Realized on Vesting (2) | | Mark Adams | — | $— | 225,048 | $4,085,987 | | Nate Olmstead | — | $— | — | $— | | Pete Manca | — | $— | — | $— | | Jack Pacheco | 41,666 | $529,087 | 34,316 | $656,509 | | Anne Kuykendall | — | $— | 21,678 | $429,086 | | Ken Rizvi | — | $— | 31,798 | $580,466 | | David Laurello | — | $— | 64,750 | $1,247,927 |

  44. 2024 Option Exercises and Ordinary Share Awards Vested

    (1)Values were determined based on the difference between the fair market value of our ordinary shares on the date of exercise and the exercise price of the options. (2)Values were determined based on the fair market value of our ordinary shares on the vesting date.

  45. Employment and Severance Agreements; Potential Payments upon Termination or Change in Control

    Employment and Severance Agreements; Potential Payments upon Termination or Change in Control

  46. Pay Ratio

    Pay Ratio In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (collectively, the “Pay Ratio Rule”), we are providing the following estimated information for fiscal 2024: •The annual total compensation of our median employee (excluding our President and CEO) was $36,779; •The annual total compensation of our President and CEO was $5,998,416; and •The ratio of these two amounts was 163 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. SEC rules for identifying the median employee compensation and calculating the pay ratio allow companies to apply various methodologies and assumptions. As a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. For fiscal 2024, we identified our median employee by considering the Form W-2 (or for non-U.S. employees, Form W-2 equivalent) income for fiscal 2024 of individuals who were our employees on August 30, 2024. In order to align with our fiscal year-end, we used a median employee determination date of August 30, 2024 for fiscal 2024. Each resulting compensation figure in a currency other than U.S. dollars was converted to a U.S. dollar figure using the relevant average currency conversion rates for fiscal 2024. We determined the median employee from a population of 2,828 employees worldwide as of August 30, 2024 (excluding our President and CEO), including 909 U.S. employees and 1,919 non-U.S. employees. The annual total compensation of our median employee was determined in a manner consistent with the calculation of compensation required to be disclosed for each of our NEOs in the Summary Compensation Table. The resulting figure was converted to a U.S. dollar figure using the relevant currency conversion rate on August 30, 2024.

  47. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation of our principal executive officers identified in footnote 1 to the table below (our “PEOs”) and our other NEOs (our “non-PEO NEOs”) for each of fiscal 2021, 2022, 2023, and 2024, and our financial performance for each such fiscal year:

  48. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Adams | Summary Compensation Table Total for Shah | Compensation Actually Paid to Adams (1)(2) | Compensation Actually Paid to Shah (1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (1)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) (in thousands) | Company Selected Measure: Non-GAAP Operating Income (in thousands) (5)(6) | | | | | | | | | Total Shareholder Return (3) | Peer Group Total Shareholder Return (4) | | | | 2024 | $5,998,416 | $— | $1,709,660 | $— | $3,326,212 | $1,748,401 | $164 | $186 | $(49,933) | $120,257 | | 2023 | $3,214,342 | $— | $4,918,909 | $— | $2,234,537 | $2,732,723 | $205 | $145 | $(185,694) | $179,794 | | 2022 | $6,664,870 | $— | $5,198,254 | $— | $1,878,963 | $1,260,114 | $146 | $128 | $68,592 | $177,461 | | 2021 (7) | $14,810,329 | $47,437 | $29,451,132 | $5,856,579 | $2,948,891 | $3,702,862 | $192 | $144 | $22,506 | $83,484 |

  49. Pay Versus Performance Table

    (1) Amounts represent compensation actually paid to our PEOs and the average compensation actually paid to our non-PEO NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  50. Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2024 | Mark Adams | Nate Olmstead, Pete Manca, Jack Pacheco, Anne Kuykendall, Ken Rizvi, and David Laurello | | 2023 | Mark Adams | Ken Rizvi, David Laurello, Jack Pacheco, Joseph Clark, and Thierry Pellegrino | | 2022 | Mark Adams | Ken Rizvi, Jack Pacheco, Claude Demby, and Thierry Pellegrino | | 2021 | Mark Adams, Ajay Shah | Ken Rizvi, Jack Pacheco, Claude Demby, Thierry Pellegrino, and Anne Kuykendall |

  51. Pay Versus Performance Table

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  52. Pay Versus Performance Table

    | | 2021 | | 2022 | 2023 | 2024 | | Adjustments | Adams | Shah | Adams | Adams | Adams | | Deduction for Amounts Reported under the “Share Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(12,751,338) | $— | $(4,995,747) | $(2,284,931) | $(5,131,454) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 27,392,141 | — | 4,140,801 | 3,369,794 | 3,644,066 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | — | 196,325 | 328,219 | | Increase/deduction for Awards Granted during Prior FYs that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | — | 3,916,398 | (2,814,656) | 3,789,781 | (1,209,681) | | Increase/deduction for Awards Granted during Prior FYs that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | — | 1,892,744 | 2,202,986 | (3,366,402) | (1,919,906) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FYs that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | — | — | — | | TOTAL ADJUSTMENTS | $14,640,803 | $5,809,142 | $(1,466,616) | $1,704,567 | $(4,288,756) |

  53. Pay Versus Performance Table

    | | 2021 | 2022 | 2023 | 2024 | | Adjustments | Average Non-PEO NEOs | Average Non-PEO NEOs | Average Non-PEO NEOs | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Share Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(2,275,835) | $(936,673) | $(1,307,151) | $(2,325,023) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 2,528,042 | 776,376 | 1,622,677 | 1,770,750 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | 81,831 | 44,277 | | Increase/deduction for Awards Granted during Prior FYs that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | 317,778 | (479,258) | 249,068 | (195,456) | | Increase/deduction for Awards Granted during Prior FYs that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 183,986 | 20,706 | (72,809) | (135,265) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FYs that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | (75,430) | (737,094) | | TOTAL ADJUSTMENTS | $753,971 | $(618,849) | $498,186 | $(1,577,811) |

  54. Pay Versus Performance Table

    (2) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely service-vesting RSU and RSA awards, the closing price per share on the applicable fiscal year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s), (ii) for PSU awards (excluding any market-based awards), the same valuation methodology as RSU and RSA awards above except that the fiscal year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date, (iii) for market-based PSU and PSA awards, the fair value calculated by a Monte Carlo simulation model as of the applicable fiscal year-end date(s), and (iv) for share options, a Black-Scholes value as of the applicable fiscal year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing share price on the applicable revaluation date as the current market price and with an expected life set based on the moneyness factor of the award – if the moneyness factor is below 0.4, the remaining contractual term is used, if the moneyness factor is between 0.4 and 0.7, the midway point between the remaining contractual term and the remaining expected term is used, and if the moneyness term is above 0.7, the remaining expected term is used, and in all cases based on volatility and risk free rates determined a of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended August 30, 2024 and prior fiscal years. (3) Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested on August 31, 2020 in our ordinary shares. Historic stock price performance is not necessarily indicative of future stock performance. (4) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Nasdaq Electronic Components Index (the “Peer Group”). (5) Non-GAAP operating income is presented on a continuing operations basis and excludes the operations of SMART Brazil. (6) We have selected non-GAAP operating income as the Company Selected Measure because it is a core driver of our performance and shareholder value creation and, accordingly, was utilized in the Company’s short-term cash incentive program. Non-GAAP operating income is defined as GAAP operating income (loss) excluding share-based compensation expense, amortization of acquisition-related intangible assets (consisting of amortization of developed technology, customer relationships, trademarks/trade names and backlog acquired in connection with business combinations), acquisition-related inventory adjustments, acquisition-related expenses, restructure charges and integration expenses, impairment of goodwill, changes in the fair value of contingent consideration, and other infrequent or unusual items. (7) In fiscal 2021, the Company underwent a transition to an almost entirely new management team, including the appointments of PEO Mr. Adams and non-PEO NEOs Mr. Rizvi, Mr. Demby, Mr. Pellegrino, and Ms. Kuykendall. These NEOs received sign-on inducement equity compensation and/or cash sign-on awards in fiscal 2021, which resulted in higher relative Summary Compensation Table total compensation amounts for fiscal 2021.

  55. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table